<PAGE>
As filed with the Securities and Exchange Commission on May 11, 1999
Registration Nos. 33-26296, 33-38431, 33-41152, 33-44934, 33-52147, 33-64897
and 333-30395
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
-----------
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Iowa 94-2213782
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
-----------
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50309
(515) 242-4000
(Address, including ZIP code, and telephone number, including area code,
of the Registrant's principal executive offices)
-----------
AMENDED AND RESTATED 1986 STOCK OPTION PLAN
401(K) PLAN
EXECUTIVE OPTION AGREEMENT
1994 EMPLOYEE STOCK PURCHASE PLAN
RESTRICTED STOCK GRANT FOR DAVID L. SOKOL
1996 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR STOCK OPTION ELECTION PLAN
NONQUALIFIED EMPLOYEE STOCK OPTIONS
MONEY PURCHASE PENSION PLAN
(Full title of the Plans)
John A. Rasmussen, Jr., Esq.
Senior Vice President and General Counsel
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50309
(515) 242-4000
(Name, address, including ZIP code, and telephone number, including
area code, of agent for service)
-----------
Copy To:
Peter J. Hanlon, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
<TABLE>
- - --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered Registered(1) Per Share Price Per Share Fee
- - ---------------- ------------- --------- --------------- ------------
<S> <C> <C> <C> <C>
See below* N/A* N/A* N/A* N/A*
* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement Nos. 33-26296,
33-38431, 33-41152, 33-44934, 33-52147, 33-64897 and 333-30395. Therefore, no
further registration fee is required.
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statements on Form S-8
(Registration File Nos. 33-26296, 33-38431, 33-41152, 33-44934, 33-52147,
33-64897 and 333-30395) (collectively, the "Registration Statements") is being
filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the
"Securities Act"), by MidAmerican Energy Holdings Company, an Iowa corporation
(the "Registrant"), which is the successor to CalEnergy Company, Inc., a
Delaware corporation ("CalEnergy"), following a statutory merger (the "Merger")
effective on March 12, 1999 for the purpose of changing CalEnergy's state of
incorporation. Prior to the Merger, the Registrant had no assets or liabilities
other than nominal assets or liabilities. In connection with the Merger, the
Registrant succeeded by operation of law to all of the assets and liabilities of
CalEnergy. Also, on March 12, 1999, after consummation of the Merger, the
Registrant filed Articles of Amendment changing its name to MidAmerican Energy
Holdings Company.
The Merger was approved by the shareholders of CalEnergy at a Special
Meeting of Shareholders held on October 30, 1998 for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
In accordance with paragraph (d) of Rule 414 of the Securities Act, except
as modified by this Post-Effective Amendment No. 1, the Registrant expressly
adopts the Registration Statements as its own registration statements for all
purposes of the Securities Act and the Exchange Act.
<PAGE>
Part II
Item 3. Information Incorporated by Reference
The following documents and information filed by the Registrant (and by
CalEnergy prior to the Merger) with the Securities and Exchange Commission (the
"SEC") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as amended by Amendment No. 1 on Form 10-K/A, filed pursuant
to Section 13 of the Exchange Act;
(b) The Registrant's Current Reports on Form 8-K, dated January 19, 1999,
January 25, 1999, January 29, 1999, February 23, 1999, February 25, 1999,
February 26, 1999; March 11, 1999 (two reports), March 12, 1999 (two reports)
and March 26, 1999; and
(c) The description of common stock of the Registrant contained in the
Registrant's Current Report on Form 8-K, dated March 12, 1999.
All documents filed by or on behalf of the Registrant with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and made a part hereof from their respective dates of filing (such
documents and the documents enumerated above being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by or on behalf of the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during which
the offering made by this Registration Statement is in effect prior to the
filing with the SEC of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby is being passed
upon for
II-1
<PAGE>
the Registrant by John A. Rasmussen, Jr. As of the date of this Amendment, Mr.
Rasmussen is the Senior Vice President and General Counsel of the Registrant and
holds 24,058 options to purchase shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 850 through 858 of the Iowa Business Corporation Act (the "IBCA")
governs the circumstances under which a corporation organized thereunder, such
as the Registrant, shall or may indemnify directors and officers against
liabilities for certain of their acts. Sections 851 and 856 of the IBCA grants
each corporation the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful.
Indemnification is not allowed if the director or officer receives an improper
benefit from such person's actions. Article X of the Registrant's Amended and
Restated Articles of Incorporation and Article III of the Registrant's Amended
and Restated By-Laws further provides that this indemnification right is a
contract right and that the indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding. The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines that indemnification is proper under the circumstances.
Article X of the Registrant's Amended and Restated Articles of
Incorporation and Article III of the Registrant's Amended and Restated Bylaws
provide that the Registrant may maintain a directors' and officers' liability
insurance policy to insure against losses arising from claims made against its
directors and officers, subject to the limitations and conditions as may be set
forth in the policies. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify such person against the expenses which such officer or director
actually and reasonably incurred.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of the Registration Statements
hereby amended:
Exhibit No. Description of Exhibit
- - ----------- ----------------------
2.1 Agreement and Plan of Merger, dated as of August 11, 1998, among
CalEnergy Company, Inc., Maverick Reincorporation Sub,
II-2
<PAGE>
Inc., MidAmerican Energy Holdings Company and MAVH Inc.,
(incorporated by reference from Annex I to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
2.2 Agreement and Plan of Merger, dated as of March 12, 1999,
between CalEnergy, Inc. and Maverick Reincorporation Sub, Inc.
(incorporated by reference from the Registrant's Current Report
on Form 8-K, dated March 12, 1999).
3.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference from Annex VI to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
CalEnergy Company, Inc. effective as of March 12, 1999
(incorporated by reference from Amendment No. 1 to the
Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of Maverick Reincorporation Sub, Inc., effective
as of March 12, 1999 (name change to MidAmerican Energy Holdings
Company) (incorporated by reference from Amendment No. 1 to the
Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.4 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant, dated as of March 12, 1999
(preferred stock rights) (incorporated by reference from
Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A
for the year ended December 31, 1998).
3.5 Amended and Restated By-Laws (incorporated by reference to
Exhibit 4.3 of the Registrant's Form S-8, dated March 19, 1999,
Registration No. 333-74691).
5.1 Opinion of John A. Rasmussen, Jr. as to the validity of the
shares of Common Stock.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.1).
24.1 Power of Attorney.
II-3
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statements:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statements (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statements;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statements or any material change to such information in the
Registration Statements;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
the Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statements.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statements shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 6 or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses
II-4
<PAGE>
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective No.
1 to the Registration Statements to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on May 11, 1999.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ David L. Sokol
----------------------------------
Name: David L. Sokol
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective No. 1 to the Registration Statements has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- - --------- ----- ----
/s/ David L. Sokol Chairman of the Board, May 11, 1999
- - ----------------------- Chief Executive Officer
David L. Sokol and Director
(Principal Executive Officer)
/s/ Patrick J. Goodman Senior Vice President and May 11, 1999
- - ----------------------- Chief Financial Officer
Patrick J. Goodman (Principal Financial Officer and
Principal Accounting Officer)
* Director May 11, 1999
- - -----------------------
Edgar D. Aronson
* Director May 11, 1999
- - -----------------------
Judith E. Ayres
* Director May 11, 1999
- - -----------------------
Terry E. Branstad
* Director May 11, 1999
- - -----------------------
Stanley J. Bright
* Director May 11, 1999
- - -----------------------
Jack W. Eugster
II-6
<PAGE>
* Director May 11, 1999
- - -----------------------
Richard R. Jaros
Director May __, 1999
- - -----------------------
David R. Morris
* Director May 11, 1999
- - -----------------------
Robert L. Peterson
* Director May 11, 1999
- - -----------------------
Bernard W. Reznicek
* Director May 11, 1999
- - -----------------------
John R. Shiner
* Director May 11, 1999
- - -----------------------
Walter Scott, Jr.
* Director May 11, 1999
- - -----------------------
John R. Shiner
* Director May 11, 1999
- - -----------------------
Neville G. Trotter
* Director May 11, 1999
- - -----------------------
David E. Wit
*By: /s/ Steven A. McArthur
----------------------
Steven A. McArthur
Attorney-in-Fact
II-7
<PAGE>
Pursuant to the requirements of the Securities Act, the administrator of
the Plans listed below has duly caused this Post-Effective No. 1 to the
Registration Statements to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Des Moines, State of Iowa on May 11, 1999.
AMENDED AND RESTATED 1986 STOCK OPTION PLAN
401(K) PLAN
EXECUTIVE OPTION AGREEMENT
1994 EMPLOYEE STOCK PURCHASE PLAN
RESTRICTED STOCK GRANT FOR DAVID L. SOKOL
1996 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR STOCK OPTION ELECTION PLAN
NONQUALIFIED EMPLOYEE STOCK OPTIONS
MONEY PURCHASE PENSION PLAN
of MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ Patrick J. Goodman
----------------------------------
Name: Patrick J. Goodman
Title: Senior Vice President and
Chief Financial Officer
II-8
<PAGE>
Exhibit Index
-------------
Exhibit No. Description of Exhibit
- - ----------- ----------------------
2.1 Agreement and Plan of Merger, dated as of August 11, 1998, among
CalEnergy Company, Inc., Maverick Reincorporation Sub, Inc.,
MidAmerican Energy Holdings Company and MAVH Inc., (incorporated
by reference from Annex I to the Joint Proxy Statement dated
September 25, 1998 of CalEnergy).
2.2 Agreement and Plan of Merger, dated as of March 12, 1999,
between CalEnergy, Inc. and Maverick Reincorporation Sub, Inc.
(incorporated by reference from the Registrant's Current Report
on Form 8-K, dated March 12, 1999).
3.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference from Annex VI to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
CalEnergy Company, Inc. effective as of March 12, 1999
(incorporated by reference from Amendment No. 1 to the
Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of Maverick Reincorporation Sub, Inc., effective
as of March 12, 1999 (name change to MidAmerican Energy Holdings
Company) (incorporated by reference from Amendment No. 1 to the
Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.4 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant, dated as of March 12, 1999
(preferred stock rights) (incorporated by reference from
Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A
for the year ended December 31, 1998).
3.5 Amended and Restated By-Laws (incorporated by reference to
Exhibit 4.3 of the Registrant's Form S-8, dated March 19, 1999,
Registration No. 333-74691).
(i)
<PAGE>
5.1 Opinion of John A. Rasmussen, Jr. as to the validity of the
shares of Common Stock.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.1).
24.1 Power of Attorney.
(ii)
<PAGE>
Exhibit 5.1
-----------
[Letterhead of MidAmerican Energy Holdings Company]
May 11, 1999
MidAmerican Energy Holdings Company
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657
Re: MidAmerican Energy Holdings Company
Amendment No. 1 to Registration Statements on Form S-8
------------------------------------------------------
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of MidAmerican Energy
Holdings Company, an Iowa corporation (the "Company"). I have served in such
capacity in connection with the Post-Effective Amendment No. 1 to Registration
Statements on Form S-8 (Registration File Nos. 33-26296, 33-38431, 33-41152,
33-44934, 33-52147, 33-64897 and 333-30395) to be filed by the Company with the
Securities and Exchange Commission (collectively, the "Registration Statement")
in connection with the assumption, pursuant to Rule 414 of the Securities Act of
1933, as amended, by the Company of certain Registration Statements on Form S-8
filed by the Company's predecessor, CalEnergy Company, Inc., a Delaware
corporation ("CalEnergy"), relating to shares of Common Stock of CalEnergy
reserved for issuance under the certain stock plans (collectively, the "Plans")
of CalEnergy. The Plans have been assumed by the Company and that in accordance
the terms of the Plans, the Company has reserved shares (the "Shares") of Common
Stock of the Company for issuance pursuant to the Plans.
I have examined such documents and satisfied myself as to such matters of
procedure, law and fact as I deem relevant for the purposes hereof. Insofar as
the opinions rendered herein involve factual matters, I have relied (without
independent factual investigation), to the extent I have deemed proper, upon
certificates and representations of, and other communications with, public
officials and third parties, and upon responses to inquiries made of such
officials of the Company and its subsidiaries as I have deemed necessary for the
purpose of rendering the opinions set forth herein.
It is my opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the issuance and sale of the Shares pursuant
to the Plans, and upon completion of the proceedings being taken in order to
permit such transaction to be carried out in accordance with the securities laws
of the various states where required, the Shares, when issued and sold in
<PAGE>
MidAmerican Energy Holdings Comopany
May 11, 1999
Page 2
the manner referred to in the Plans and the Registration Statement, will be
legally and validly issued, fully-paid and non-assessable.
The opinions expressed herein are limited to the federal laws of the United
States of America and the laws of the State of Iowa, and I express no opinion
with respect to the laws of any other country, state or jurisdiction.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
/s/ John A. Rasmussen, Jr.
- - --------------------------------
John A. Rasmussen, Jr., Esq.
Senior Vice President and
General Counsel
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement Nos. 33-26296, 33-38431, 33-41152, 33-44934,
33-52147, 33-64897 and 333-30395 of MidAmerican Energy Holdings Company on Form
S-8 of our report dated January 28, 1999 (March 12, 1999 as to Note 3 and Note
21), appearing and incorporated by reference in the Annual Report on Form 10-K
of MidAmerican Energy Holdings Company for the year ended December 31, 1998.
DELOITTE & TOUCHE
Omaha, Nebraska
May 6, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of MidAmerican Energy Holdings Company, an Iowa corporation (the
"Company"), and/or trustees and/or officers of CalEnergy Capital Trust II,
CalEnergy Capital Trust III, CalEnergy Capital Trust IV, CalEnergy Capital Trust
V and/or CalEnergy Capital Trust VI, each a Delaware business trust
(collectively, with the Company, the "Registrants"), constitutes and appoints
Steven A. McArthur his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the Registration Statements of the
Registrants (Reg. Nos. 33-26296, 33-38431, 33-41152, 33-44934, 33-52147,
33-64897, 333-30395, 333-30537, 333-45615 and 333-62697), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 11th day of May 1999.
-------------------------
David L. Sokol
/s/ Edgar D. Aronson
-------------------------
Edgar D. Aronson
/s/ Judith E. Ayres
-------------------------
Judith E. Ayres
/s/ Terry E. Branstad
-------------------------
Terry E. Branstad
/s/ Stanley J. Bright
-------------------------
Stanley J. Bright
<PAGE>
/s/ Jack W. Eugster
-------------------------
Jack W. Eugster
/s/ Richard R. Jaros
-------------------------
Richard R. Jaros
-------------------------
David R. Morris
/s/ Robert L. Peterson
-------------------------
Robert L. Peterson
/s/ Bernard W. Reznicek
-------------------------
Bernard W. Reznicek
/s/ Walter Scott, Jr.
-------------------------
Walter Scott, Jr.
/s/ John R. Shiner
-------------------------
John R. Shiner
/s/ Neville G. Trotter
-------------------------
Neville G. Trotter
/s/ David E. Wit
-------------------------
David E. Wit
-2-
